


Catgirl Invasion! - Pink like Peaches (RWBY)

by QueenNyanlathotep



Series: Catgirl Invasion! Through the Pussy Hole! [4]
Category: RWBY
Genre: Aphrodisiacs, Breast Expansion, Butt Expansion, Cowgirlification, Inanimate Transformation, Lactation, Mind Control, Multi, Plant Transformation, Rape/Non-con Elements, Transformation, Transgender Transformation
Language: English
Status: Completed
Published: 2021-01-31
Updated: 2021-01-31
Packaged: 2021-03-18 02:55:01
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 17,338
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29111157
Author URL: https://archiveofourown.org/users/QueenNyanlathotep/pseuds/QueenNyanlathotep
Summary: Remnant finds itself visited by catgirls from the planet Hentai. Team RWBY make first contact, with erotic results.
Relationships: Jaune Arc/Pyrrha Nikos, Lie Ren/Nora Valkyrie, Ruby Rose/Weiss Schnee
Series: Catgirl Invasion! Through the Pussy Hole! [4]
Series URL: https://archiveofourown.org/series/2135592
Kudos: 1





	Catgirl Invasion! - Pink like Peaches (RWBY)

**Author's Note:**

> The year is 2X69, and the Earth lies within the paws of the Bakeneko, a race of gleefully sadistic catgirls. Dissatisfied with making playthings of humanity, they've now turned their attention to the other worlds of the multiverse...
> 
> ( _Catgirl Invasion! Through the Pussy Hole!_ is a crossover spin-off of my original femdom/TF/vore series _Catgirl Invasion!_. Knowledge of _Catgirl Invasion!_ isn't necessary to enjoy this, but if you're interested you can click [here](https://www.deviantart.com/queennyanlathotep/gallery/66455705/catgirl-invasion) to read it on Deviant Art.)

"3... 2... 1... Aaaaand we're through!"  
  
With a disturbingly liquid-sounding _schlick,_ the _Kitty Hawk_ burst through the Pussy Hole, scrabbling for purchase against the spacetime of an unexplored universe.   
  
On the bridge, Princess Yuri gripped the railing and stared wild-eyed at the view on the monitor. "Wow!" she cried, eyes sparkling. "That was waaay cooler than a nyormal Cat Flap!"  
  
"Eh, nyou get used to it," said Seigu. "Nyow, where exactly _are_ we...? 'Fuku!"  
  
"I'm on it, nya!" With a snapped salute, Admiral Seifuku turned back to her console. The little catgirl grinned as her hands danced across the keyboard, drawing information from all of the _Kitty Hawk_ 's sensors.   
  
As one, the three of them turned to face the saucer's monitor, which was currently displaying an empty endless starscape. With a tap of 'Fuku's finger, this vision whirled aside, spinning to reveal the water-coated surface of a planet.   
  
"Oh, look," said Seigu, frowning. "Another Earth. What a shock." She squinted. "Actually, wait a second..."  
  
"Gasp!" said Seifuku, clasping her cheeks. "Dat's nyot Earth! Dat's a whole nyew planet, nya!" She turned to Yuri, who clapped her own cheeks and squealed in mirrored glee. "Nyew planet! Nyew planet! Nyew—!"  
  
"So it is," Seigu replied, eyes focusing and unfocusing like camera lenses as she took in the alien continents of the planet on the screen. "Ugh, what weird geography, nya. Looks like a ketchup stain... (Is that a dragon?!)"  
  
"Woah!" cried 'Fuku. "Look at da moon!"  
  
The monitor's view spun to reveal a cracked white disc, like a fragmented dinner plate floating in space.  
  
"Woops," said Seigu, studying the debris. "Looks like somebody was a little bit careless with their natural satellite, nya. (...How come those shards are still floating? That's nyot how gravity works!)" She paused. "Hmm, actually, that doesn't look like natural damage. Maybe we should be a little more cautious. If they're dumb enough to shoot their own moon, they might try something stupid against _us_..."  
  
"Ny-nyou don't think they might be able to hurt us, do nyou?" asked a quivering Yuri.  
  
"Nyah," replied Seigu. "Everything we've met so far's been pretty wimpy (...Well, apart from that squirrel...). We'll probably be fine. Still..." She fixed her gaze on the Princess and smiled. "It wouldn't hurt to send down a _scout_ , nya~."

*

**  
**"Yaaaaaang!" Ruby Rose threw up her arms and squealed as her sister started tickling her. "L-l-l-le-le-let g-g-go!"  
  
"Nope!" said Yang Xiao Long, tightening her grip. "I'm not letting go till you admit it!"  
  
"A-a-ad-ad-admit w-w-what?"  
  
"That it was me who beat that Nevermore!"  
  
"N-n-n-never!"  
  
"Ugh, you guys," said Weiss, planting a hand on her hip. "We all beat it. Together. It was a _team_ effort."  
  
Yang rolled her eyes. "You _would_ say that."  
  
"W-what does that mean?!"  
  
From her place at the base of a nearby tree, Blake looked over her book and sighed softly. The leaves of the pine she was leaning on rustled above her, allowing a few sharp needles of sunlight to poke through the treetops and dapple the grass of Emerald Forest. The air smelled of dirt and grass and petrichor.  
  
As Ruby continued to struggle in Yang's grip, Weiss threw back her head and groaned. "Ugh. When is that aircraft going to arrive? It was supposed to pick us up hour ago!" She looked to the sky and stamped her foot, as if expecting the craft to arrive at her summons. It didn't.  
  
"Relax," Yang replied, squeezing a struggling Ruby into a bear hug. "It'll get here eventua—"  
  
There was a flash of pink on the horizon, almost too quick to see.  
  
Yang and Ruby stopped wrestling. Weiss stopped pacing. Blake shut her book.  
  
"Did... did you see that?" asked Weiss.   
  
"...Yeah," said Blake, standing up.  
  
Yang dropped Ruby to the ground, and the two of them came over to join the others.   
  
"It-it looked like a Dust explosion," said Ruby.  
  
Weiss snorted. "I'll defer to your experience..."  
  
"Look," said Blake, raising a hand to shield her eyes. The other three followed her gaze.   
  
The treetops around the site of the flash were shaking, scattering leaves. Strange groans and growls echoed through the forest.  
  
"It... it's attracting Grimm?" said Ruby. She turned to the others, eyes wide. "What if there's somebody there? What if they need—"  
  
"NYAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!!1!" A piercing scream burst through the trees, rustling their leaves with its force.   
  
"—help?"  
  
The four of them shared a glance.   
  
As one, they began to run.  
  


*

"Nyaaaah! Geddit offa me, geddit off! Nyaaaaaaah!"

Ruby blinked.

_What_ _—?_

As she stared in disbelief, a beowolf bounded past her into the clearing. With a tremendous howl, it leapt into the air—

—and crumpled like an empty sack as something slammed its chest with the force of a cannonball. Its broken body tumbled to the ground, landing amid a pile of similar corpses.

Ruby blinked.  
  
Standing before her, in the center of a circle of dead and dissolving Grimm, was a girl around Ruby's own age. As they watched her, stunned, she flailed her arms and screamed like a cat with a mousetrap on its tail. "Helpmehelpmehelpmehelpme—!"  
  
With a roar, another group of Grimm burst out of the trees and leapt at the panicked young woman, only to find themselves shattered mid-jump, smashed to shards by a casual slap from her hand. Like the beowolf before them they tumbled to the ground, landing atop the growing pile of corpses.   
  
"S-should we help her?" Ruby asked.  
  
"I—" Yang swallowed. "—I don't think we _need_ to." No soon had she spoken that the woman flailed her arm and struck an ursa so hard it exploded. "I don't know what she's panicking about."  
  
"Her head," said Blake, pointing.   
  
The other three followed her finger. There, skittering around the young woman's head, was a spider the size of an apple. As they watched, it scuttled back and forth, while the woman spun and swung her arms and struck the Grimm around her without even seeming to notice.  
  
"Ew," said Yang, wincing. "No wonder she's freaking out."  
  
"Don't just stare at it!" yelled Weiss. "Shoot it off of her!"  
  
"Got it!" Snapping _Crescent Rose_ into its rifle mode, Ruby took aim and pulled the trigger. With a crackof gunfire, the arachnid exploded into goo.  
  
"Nyaaaaaaaaaaaaaaaaah...?" The catgirl stopped screaming. "Is it ova?" she asked, patting the back of her head. "...Phew! I guess I got it!" She smiled and clapped her fist into her palm.   
  
With a chitinous clattering, a death stalker surged out of the treeline, its stinger aimed straight at her back. The catgirl sidestepped without even turning, letting its sting strike the ground beside her feet. As it struggled to pull itself free, the girl turned to stare at it, tilting her head in confusion. Only then did she notice the horde of Grimm surrounding her. She blinked.  
  
"What even are nyou guys?" the catgirl asked, dodging the scorpion's claws. "Are nyou like... robots or... what are they called?" She gave its carapace a poke. "Anima... Animatronics? Or something?"  
  
As if in answer, the death stalker raised its tail to strike. The stinger flew through the air like a javelin, aimed straight at the catgirl's heart...  
  
...only to slam to a stop, caught in her arms. "Eh, whatever," she said, "nyou're nyo fun." With a sigh, she began to spin, dragging the scorpion by the end of its tail. Faster and faster, she spun like a hammer thrower, raising a wind that scattered dust through the clearing.   
  
And then, at last, she let go. The death stalker shot from her hands and high into the air. There was a sound like a whistle, then a distant crash.  
  
From their place in the bushes, Team RWBY stood blinking.   
  
"They've stopped coming," said Blake. "If we're going to join in, we should do it n—"  
  
Before Blake could finish, the catgirl dropped to the ground and prodded the dirt with a finger. The grass rippled, and suddenly a thousand green blades were shooting high into the air, piercing through every Grimm in their path. Team RWBY cried out and jumped back into the bushes, just in time to avoid the onrush of grass.  
  
Before them, a hundred or more Grimm lay twitching, impaled on the blades of a thousand green spears. The monsters gave a final collective cry and stopped moving, dissolving into smoke.   
  
The catgirl stood, and the blades of grass retreated. "Dere," she said, wiping her hands and smoothing down her sundress, "dat takes care of—"  
  
"Wow!" cried Ruby. "That. Was. Amazing!   
  
"...Nya?"  
  
Ruby leapt from the bushes and into the clearing, running straight towards the woman. "How did you do that?!"   
  
"...Nya?"  
  
"I've never seen a Semblance like that before!" she continued, grabbing the woman by the hands. "Who are you? Are you a huntress?"  
  
"...Nya?!"  
  
One by one, the other members of Team RWBY looked to each other, shrugged, and stepped out into the clearing.   
  
Taking them in, the catgirl's eyes went wide. "Oh nyo," she said, voice quivering. "I forgot to turn on my ninja field... Seigu is gonna juice me..."  
  
("Ninja field?" asked Blake.)   
  
"Er. Er. Er." The woman backed away, eyes spinning in panic. "Maybe I should just run. Er. Or maybe..." Her hand went to her chest.  
  
"Wait! Don't go!" cried Ruby, grabbing the catgirl by the arms. "You haven't told us who you are!"  
  
The catgirl blinked. "Oh, I'm Yuri!" she said, giving them a cheerful grin.   
  
Then she frowned. "Nyaaagh! I shouldn't have told nyou thaaaaat!"  
  
"Yuri!" said Ruby, making the name sound like the most entertaining concept possible. "I'm Ruby, and this Yang, and this Weiss, and this is—Blake, get over here! I'm introducing us!"  
  
Yang chuckled. "So," she said, "what's a faunus like you doing here in Emerald Forest?"  
  
Yuri blinked. "A what-us?"  
  
"You know..." said Ruby. She raised her hands to her hand and mimed squeezing a pair of cat's ears.  
  
Yuri mimicked her motions. "Ooooh!" she said at last. "A that-us!" She grinned.  
  
"...You're not actually a faunus, are you?" said Blake.  
  
"W-What?" Yuri held her hands up in protest. "Nyo way! I'm totally a, uh, formus!"  
  
"Faunus."  
  
"...Faunus." The catgirl pressed her fingertips together innocently. Then, with a blink, she seemed to take in Blake again. "Wait... Ahh!" she leapt back, looking terrified. "Who are _nyou_?!"   
  
Blake stared at her in confusion. " _Who am_ I _?!_ " she asked.  
  
Yuri stopped and squinted. "Huh," she said. "I thought nyou were... But nyou don't have a tail." She grabbed her own and pulled it around, waving its end like a lasso.   
  
"Who cares!" cried Ruby, leaping between them. "Show us your Semblance! Show us your Semblance!"  
  
Yuri looked bewildered. "Nyou mean—?" She pointed to the ground."Yeah!" Ruby's eyes were like stars. 

"Errrrrrr..." Kneeling down, Yuri placed her palm on the grass. Ruby and Yang knelt as well, watching as pink sparks danced over the green. There was a tinkling sound, like someone playing a triangle, and suddenly the clearing was filled with flowers, flowers of every type and colour.

"WOOOOOOOW!" Ruby clasped her cheeks. "Do something else! Do something else!" She jumped on the spot, eyes bright with excitement.

"Hmm," said Yuri, tapping her chin. "Well, there is one thing, but... Well, I dunno, we've only just met... Nyou might nyot like it..." She pressed her fingertips together and looked away shyly.

"What?!" cried Ruby. "Of course we'll like it!" She nudged Yang, who nodded.

"Nyou will?!" Yuri began to bounce on the spot. "Okay, okay, okay. Lemme..." She clapped her hands, and the ground beneath her started rumbling, sprouting a little pink-leafed tree. From its branches dangled strange fruit, somewhat like peaches, except vaguely... _erotic_. Licking her lips, Yuri plucked one and handed it to Ruby.

The red-hooded huntress took a cautious bite, chewing slowly. At once, her eyes lit up. "It's _soooo_ sweet! ...Yang! Yang, you have to take a bite."

"Okay, okay, Ruby," Yang replied, holding her hands up in surrender. Taking another fruit from Yuri, she gave it a little sniff and took the tiniest bite possible. She chewed. She froze. Her eyes sparkled. "This..." She swallowed and went for a bigger bite.

Yuri grinned.

As the catgirl encouraged Ruby and Yang to tuck in, Weiss rolled her eyes and placed her hand on Blake's shoulder, pulling her back a few steps. "Listen," she said, leaning in close, "please tell me _you_ see something weird about this."

Blake nodded. Her eyes were locked on Yuri, who was now in the middle of an energetic dance. "The way she took out those Grimm... I don't think she even knew she was doing it."

Watching Ruby and Yang eat, Yuri giggled. "What do nyou think, nya?"

"It's soooo good!" said Ruby. As she took another bite of the peach, she felt a heat begin to form between her legs. It roared through her body, spilling out of her mouth in an airy breath. She began to turn red.

"...Ruby?" said Yang.

Ruby turned to stare at her. Taking in the sight of her sister, of her skin, of her curves, she felt the heat inside her intensify. She swallowed. Her face, already flush, turned as red as her hood. "Yang..." she replied, crawling towards her.

"Ruby!" Yang's eyes were wide in panic now. She turned to Yuri. "What's going on?"

"It's okay!" replied the catgirl, smiling serenely. "It's just starting to take effect, nya!"

"T-take effect?" Before Yang had a chance to ask what that meant, an intense heat exploded from her groin, filling her entire body in an instant. As her skin flushed red, a look of utter peace overcame Yang's face. She began to crawl towards Ruby, sweat forming on her brow.

"H-hey!" cried Weiss, striding forward. "I don't know what kind of _narcotic_ that is, but—Mmmphf!" She squealed as a Yuri leapt from the ground and plopped a chunk of peach straight into her mouth.

"Twy some, nya! I'm sure nyou'll like it!"

Falling back, Weiss scrambled to spit the peach out, but she'd already swallowed its juices, and now matter how much she hacked up, she still couldn't get the taste out of her mouth.

Slowly, her arms went limp.

"W-Weiss?" said Blake.

Weiss's eyes opened wide. Her tongue drooped from her mouth. She visibly drooled as she took in the sight of Ruby.

Blake watched in horror as the Schnee heiress crawled into the lap of her pliant, mewling teammate, planting her face in the other girl's crotch. The two began to moan.

Eyes wide, Blake rounded on Yuri. "What have you done to them?"

The catgirl looked shocked. "I-I just made dem all horny, nya. D-don't nyou w-want to—?"

"No!"

Yuri looked down. When she looked back up, her eyes were large and watery. She sniffled.

"W-wait," said Blake, holding out a hand and stepping forward, "hold on—"

"Nyou changed nyour mind?!" cried Yuri, leaping to her feet.

Blake's eyes went wide. "H-huh? N-no, that's not what—Mmmphf!" Before she could even finish the sentence, Yuri had planted a chunk of peach in her mouth.

The faunus fell back, spluttering.

"Dere nyou go," said Yuri, "I knew nyou'd come around." She wrapped her arms around Blake and patted her back.

As the peach slipped down her throat, the faunus gasped. She could still taste its juices on her tongue—it was so _sweet!_

Pulling Blake into a hug, Yuri nuzzled her neck and slipped a hand between the faunus's legs.

As the catgirl's fingers touched her clitoris, Blake felt something like an electrical shock. Throwing back her head, she screamed in utter pleasure—Yuri's fingers continued to dance against her, their every touch causing her to spasm. Heat was flowing out of her crotch, pouring in an overwhelming wave through her body. She gasped, face red. She felt hornier than she'd ever been before. 

Yuri gave Blake a final teasing tickle, then retreated to the other members of Team RWBY. Weiss had her head between Ruby's legs, while Yang had thrown off her jacket and was pulling off her top. As Blake watched, the blonde succeeded—her breasts dropped, jiggling to a stop.

Blake's eyes widened as Yang threw her top aside. She gasped. _She—she wasn't wearing a bra—!_ She stared at the blonde's bust, biting her lip as Yang cupped a breast in one hand and began to tweak its nipple with her fingers. Her other hand slipped between her legs, pumping in and out and in and...

Something dripped from Blake's crotch.

"Come on," said Yuri, dropping her own skirt and panties, "nyou know nyou want to..."

Biting her lip, Blake stumbled forward.

***

  
"Ahhhhh~."

Ruby Rose felt like she was sleeping on a cloud. The world around her was warm and comfy; she felt happy and cosy and comfortable and safe (and sticky and wet, though she hadn't noticed _that_ part yet).

As she squirmed in her sleep, she felt a weight on her chest, a weight which felt as warm as her body. She listened—it was snoring faintly. Sniffing, she smelled sweat, with just a hint of some expensive perfume. Slowly, Ruby opened her eyes. 

Lying astride her, head resting on Ruby's breasts, was one Weiss Schnee, fast asleep. The heiress was naked, stark naked.

Ruby went red.

_W-w_ _hat's_ — _what's going on?! What's happening?!_ Her heart started pounding. She began breathing faster. On her chest, Weiss's head bobbed up and down, up and down. Looking at said chest, Ruby noticed something else was off: her breasts... were they bigger? They looked even larger than Yang's!

_A-am I still sleeping?_ she thought, heart beating faster with the second. _I-I like Weiss, b-but not like this...! How did we_ — _?_

"Nyaaaah~."

Ruby's head snapped around, bringing her face to face with a yawning, stretching Yuri.

"Hey~," said the catgirl, planting a kiss on Ruby's lips.

Ruby screamed. 

As her squealing pierced the peace of the forest, the rest of Team RWBY began to waken.

"...Ruby?" said Yang, wiping her eyes. "What's—?" She looked down. "H-hey, what's going on—!"

"Ugh," said Weiss, wiping her own, "what are you making such a fuss about...?" She turned and found Ruby, still half-trapped beneath her, shaking and whimpering and naked save her cloak. "R-Ruby?" Blinking in confusion, Weiss looked down. What she saw made her scream herself.

"Good morning," said Yuri, cheerfully. 

"AHHHH!"

"What happened—?" said Blake, snatching up her own top. She turned her gaze on Yuri, who was stretching like a cat. "What did you _do_ to us?!" There were tears in her eyes, and her voice broke halfway through the demand.

Yuri completed her stretch and sat down again, unafraid to show her naked body. "What's wrong, nya?" She tilted her head innocently.

"You _drugged_ us!" screamed Weiss.

"...Huh?" said Yuri, sounding genuinely shocked. "A-All I did was make nyou horny, nya."

"Horny?!" Yang and Blake turned to look at one another other, and together their faces turned red. As one, they turned their gazes to the ground.

"An-an, nyou know, make nyour boobs a little bigger. Stuff like that."

The four of them looked down at their chests and turned red all over again.

"T-that's not right," said Weiss. "Ruby and I would never—" She stopped as Ruby burst into tears, covering her face with her hood.

As the younger huntress wept into her cloak, her elder sister ran to comfort her. "Ruby..." She fixed Yuri with an angry glare. "Look what you've done to her!"

"I-I—" Yuri began to back away, eyes wide and shocked. "I didn't..." She sniffled.

And then, just like that, she burst into tears, water pouring from her eyes in two thick streams. Flowers sprouted where they landed.

As the catgirl sat wailing on the ground, Team RWBY tried to regain their composure. While Weiss and Blake scurried for their clothes, Yang wrapped her sister in her cloak. "Ruby, hey, it's going to be okay, it's going—" She caught size of her sister's swollen breasts and froze, eyes trapped.

Ruby looked up at her, saw where she was gazing, and burst into a fresh bout of tears.

Slamming her legs shut, Yang looked away.

"Ugh," said Weiss, "I can't even hook my bra—! _And w_ _here is that aircraft?!_ It was supposed to be here hours ago!" 

On the ground, Yuri stopped wailing just long enough to kick a dildo into a bush.

"Forget about your bra," said Blake, "just get your stuff and let's go..." She threw an angry glare at Yuri.

"W-wait!" cried the catgirl, leaping to her feet. "P-please don't go! I-I can fix this!" Her hand went to her cleavage.

"Get away from us!" cried Yang, leaping between Yuri and the others.

"I-it's okay," the catgirl continued, slipping a hand between her breasts. She withdrew a slim white stick, like a wand made of plastic. "I-I can make nyou feel b-better, nya...!"

"Get a—"

_Zzzzzap!_

"—way."Yang froze as pink light coursed across her body. It flowed all around her, over curves and into crevasses—it tickled her, toyed with her, made her skin begin to tingle. 

"Yang!"

The blonde was frozen. Like a rabbit caught in the middle of the road, there was nothing she could do except stare at the light that was blinding her. Her body twitched, nerves firing in vain; her jacket fell from her hand. She tried to run, to move at all, and found that she couldn't. Her feet felt like they were staked into the ground. 

No, they felt like _they_ were the stakes. Like _they_ had been hammered into the earth.

Heart pounding, she looked down.

What she saw made her already racing pulse accelerate even harder: her feet really were sinking into the earth. No matter how hard she tried to pull, she couldn't unearth them. The dirt felt cold and cloying on her skin.

"Yang!" Ruby cried.

"Ruby! I'm okay, I'm—"Yang wanted desperately to turn, but she felt as if everything below her neck were locked in place, as if all her bones had fused together. 

No soon had she thought this than a great force seized her arms and wrenched them upward, as if she were holding them high in praise of the gods. The sensation made her want to scream, but she was having difficulty moving her jaw.

Her feet twitched. She snapped her gaze back down. Down, down in the earth, her toes—no, her entire feet—felt like they were wiggling. Only, with every little wiggle they seemed to move, pushing farther and farther into the dirt. No matter how deep they wormed their way down, however, Yang found her main body wasn't moving. It was like her feet were _stretching_ , stretching down into the ground, like, like...

...like roots. 

Yang's eyes snapped to Yuri.

"It-it's okay," said the catgirl, wiping her eyes, "I might be bad with people, nya, but I'm _really_ good with _plants_." She smiled.

Yang's feet twitched again. She snapped her eyes down again. Where her legs met the earth, a wave of brown was washing up them, turning her skin gnarly and hard as it passed.

"T-that's bark," said Yang. " _T-that's_ —"She choked; her eyes shook in their sockets. 

Behind her, Blake gasped. "What are you _doing_ to her?!"

Yang wanted to scream, to cry, to beg, but her body wouldn't obey. All she could do was shiver and make quiet little whimpers.

The wave of bark rushed onward and up, covering her lowers legs and thighs in an instant. As it passed her crotch, she was overcome by the tingling. She screamed in delight, and then the wave had moved on, leaving only a little cleft between her legs. It covered her midriff in another matter of instants, falling fast upon her chest. It rolled like a tide across her naked, swollen breasts and turned them both into a pair of solid wooden mounds, with nothing more than lumps for nipples.

Now it reached her shoulders, slowing as it approached her neck, before continuing up her arms with more than renewed speed, turning them instantly into a pair of thick boughs. As she watched, whimpering, through the corner of her eyes, her fingers and thumbs began to lengthen, each forming a little branch in itself.

As her former digits between to blossom, sprouting thick clusters of golden leaves, the wave of bark resumed its advance up her neck. It caught her jaw in the middle of a scream and froze it there, gaping in shock. It trapped her eyes in a similar state, wide and scared.

And then it reached the very crown of the huntress's beauty: the golden locks that flowed like gilded straw from her head.

_No!_ thought Yang, staring in horror at the strands before her eyes. _N-not my hair...! N-n-not...!_ As she watched, begging desperately for mercy, it turned brown as the rest of her body. Then, all at once, it erupted with gold: bright, autumn leaves, each a literal gold leaf.

"Aaaand... _done!_ " said Yuri. She dropped her arm, and the pink light pouring from her weapon vanished, just like that.

"Y-Yang?" said Ruby, voice wavering. Eyes filled tears, she took a cautious step forward. Beside her, Weiss and Blake stared in shock.

Standing before them, where once had been a huntress, stood a little tree shaped faintly like a woman. Its leaves were a glorious saffron, bright as the sun. A leather jacket lay abandoned by its roots.

"Yang..." Ruby fell to her knees, weeping.

"What did you _do_ to her?!" Blake shouted.

"D-Don't worry!" said Yuri, trying and failing to sound confident. "This way, she'll be n-nyice and happy, nya. Trees don't have to worry about fightin' or anything. ...Don't worry, nya, I'll take care of nyou. I'm really g-good with plants!"

"Take care of us?! You're insane!" cried Weiss. Desperately, she scrambled for her weapon. "Turn her back!"

As Weiss advanced, rapier drawn, Yuri began to back away. "Uhh, wait..."

_Run!_ Yang thought, listening to her teammates make ready for battle. _Please, just run, just—AAH!_ An intense feeling of _fullness_ suddenly welled in her body. She felt desperately full of something, like she needed the urinate, except it filled her entire body and left her gagging for release.

Just as she was about to scream and beg, the feeling reached a peak in her breasts and her crotch and then—just like that, it was fading.

She felt something trickle down her leg.

As Yang sighed mentally in relief, the rest of Team RWBY stared in horror at the thick golden sap dripping from their teammate's wooden nipples and labia.

"Ooh!" said Yuri, catching a drop on her finger. She licked it and smiled widely. "Mmm~, nyummy!"

"Shut up!" screamed Weiss. She raised her rapier and leapt, aiming straight for the catgirl's chest.

There was a blast of air. Blake gasped.

Yuri blinked.

"Ow," she said, looking down at the sword that had skewered her chest like a needle through dough. She looked up to Weiss, who was staring at it and blinking. "Nyow what, nya?"

Weiss gaped at her.

Placing her hand on Weiss's own, Yuri pulled back _Myrtenaster_ backward and out of her chest. With a _schlorp!_ , the blade came free. Her flesh rippled a few times then returned to normal, still and entirely unharmed.

"Um," said Yuri, "sorry about this..."

There was a sound like cannon fire, and Weiss crashed to the ground, aura fading. Yuri's hand, held in a chopping position, steamed in the cold forest air.

"Weiss!" Ruby leapt to her feet, tears pouring from her eyes. 

The Schnee heiress groaned and sat up, stunned but otherwise unharmed.

"I-it's o-okay, nya," said Yuri, trying hard to sound reassuring. "Nyou're going to _love_ being trees! Nyou'll get loads of sun... Oooh, an' all the best fertilizer!"

As Ruby ran to Weiss's side, Blake found her own legs carrying her backward. Her heart was pounding in her chest; she could feel herself shaking.

"Nyow, hold still," said Yuri, raising her wand to Weiss's face.

"Weiss!" With a scream, Ruby leapt. She slammed into the heiress's side, sending her sprawling. The two rolled several meters and came to a halt with Ruby on top, staring down in the heiress's eyes. They blushed.

Yuri frowned. "Er, okay," she said, "ova there's good too, nya." She turned her wand to follow them; its tip began to glow bright pink. 

Blake found herself trembling. Watching Ruby try to help Weiss to her feet, the faunus knew she should run in and help them, distract Yuri, take the shot herself, do something, _anything!_

And yet, she couldn't bring herself to.

Screwing up her eyes, the faunus turned and ran.

As she leapt into the trees, an electrical whine pierced her ears. Instinctively, she snapped her head around, just in time to Ruby and Weiss vanish in blaze of pink light.

Turning away, Blake ran on.

*

  
_ZZZZzzzap!_

Weiss and Ruby screamed as the pink lightning struck them, coursing through their limbs and setting every nerve aflame. They squealed, and as they squealed, their hands tightened, digging into one another's skin.

_No!_ cried the petrified Yang. She struggled to move, but the most she could do was make her leaves rustle.

"I-it's okay," Yuri repeated, sounding even more uncertain. She sniffled.

Before her, Ruby and Weiss squealed again as they felt their bodies begin to stiffen. They fell into one another, clutching each other for support. From the neck down, it seemed as though their muscles were freezing, turning hard and solid as the wood they were becoming. Their feet, meanwhile, were wiggling deep into the ground, forming the roots that would feed their new bodies. The earth felt cold and damp against their soles.

As they standing close together, there was little space for their roots to spread independently, so instead they dug together, knotting and twining like locks in a braid. The sensation made the two want to gasp. Both recalled the events of the night, what it had felt to like to share their bodies then, but this was far more intimate, and far, _far_ more intense.

Just as they were about to lose themselves to the pleasure of it, the light grabbed their arms and wrenched them skyward. Bereft of support, the two toppled together, thighs touching thighs and crotch touching crotch. They squealed at their mutual wetness.

Now, down below, their feet stopped exploring and froze, turning hard and gnarly. They gasped and looked down, just in time to see the first hint of bark on their ankles.

Weiss's eyes went wide. They snapped to Yang, then back to the ground. She began to whimper, tears forming.

"Please," cried Ruby, turning to Yuri, "please, please, you don't have to do this. We forgive you, we—Mmmphf!"

"Sssssh," said the catgirl, placing a hand over Ruby's mouth. "I-it's going to be okay nyow!" She sniffled.

Tracing her hand down Ruby's spine, she gave the huntress's backside a pat and clutched a clump of tight fat in her paw.

Ruby whimpered.

Slowly, slowly, as Yuri cooed and soothed them, the bark spread up their thighs like rust along iron, accompanied by an awful kind of tingling. As it met their groins, the two screamed. Sap began to drip from the clefts between their legs.

Their squealing died a little as the bark rose up and over their midriffs, replacing their cries of ecstasy with a quiet series of whimpers. Next, the brownness reached their chest, rolling up and over breasts several sizes larger than they'd been the day before. The two of them screamed in renewed pleasure, begging for relief as the light turned soft nipples to hard knobs of bark.

As with Yang before them, the advance of brown paused at their necks, spreading faster up with their arms, converting them from human limbs into four thick, branch-covered boughs, with red leaves (for Ruby) and white ones (for Weiss). The two of them stared up, shivering at the sight.

As their fingers finished branching and the bark resumed its advance, Weiss stood frozen, eyes empty, catatonic. Beside her, however, Ruby summoned the strength for a final scream. "Please," she begged, "please I don't want—I don't to be—"

Then the bark trapped her mouth and silenced her.

— _a tree...!_ As her and Weiss's faces became wooden masks of horror, Ruby screamed in her mind. Together, their hair rustled and burst into leaves.

Trapped in her mind, unable to move even an inch, Ruby Rose could do little more than think of weeping. Weiss's face, caught in its final expression, stared back at her, filled with fear.

"Dere," said Yuri, standing back to examine her victims. Before her stood a pair of little trees, one red-leaved, one white-, femininely shaped and twined together, like a pair of lovers caught mid-embrace. Yuri smiled. "I'm really sorry," she said, sounding genuinely sad, "but I promise nyou'll feel better like this!"

_Shut up!_ screamed a wild, desperate voice in Ruby's head. _Shut up!_

If the huntress could still move her eyes, she would have snapped them open in shock. _Weiss!_ she thought.

_...R-Ruby?_ came the weak response.

At the sound, mental or otherwise, Ruby felt like crying in relief. She wasn't alone—if nothing else, she wasn't alone. _Weiss! Weiss, I'm sorry, I'm sorry, this is all my fault—!_

The huntress made no reply, but Ruby felt a pang of sudden, wordless comfort, as if someone were hugging her. Stifling her thoughts of tears, she thought of hugging Weiss back.

"That's better," said Yuri, still sounding a little unsure of herself. "See, it isn't so bad, nya. Nyow, let's get nyou guys together."

_T-together?_ thought Weiss.

Before Ruby could respond, the catgirl turned her wand on the ground and struck it with another pink laser. The light flowed under them, then sideways, off to Yang. Ruby stared as the earth began to shift, pouring inward like water until the three of them were trunk-to-trunk. Now Yuri twisted her wand, and Ruby began to feel an intense kind of pleasure, exactly like her and Weiss's roots intertwining.

_Y-Yang...?_ she ventured, once she'd managed to calm herself.

_Ruby!_ came her sister's reply. Yang's voice sound taut, stressed, like she needed to urinate. Staring at the gold-leaved tree in front of her and the thick sap pouring from its holes, Ruby thought of the pressure in her own crotch and took a deep, mental breath.

_Ruby..._ Yang continued, voice wavering between relief and desperation. _I-I sorry, I should have done something_ — _I should have helped you get away_. Her voice cut out, replaced by the sound of whimpering. The noise brought tears back to Ruby's own mind.

_W-Where's Blake?_ Yang managed at last. _I can't see. Did she get away?_ Ruby forced her vision as far as it could go without her neck turning. She saw the entrance of the clearing, empty, without Blake. _She's gone_ ,she replied. A spark of relief lit in her mind, accompanied by a smaller spark of hope: Blake could fetch help. Blake could save them! 

"Oh, that's right!" said Yuri, slamming her fist into her palm. "I forgot that fake neko-girl!"

 _NO!_

"Nyou guys wait here," said Yuri, giving them a little smile. "This won't take long." And with that, she vanished in a blast of air that made all their leaves rustle.

As the wind slowly settled, Ruby tried and failed to form a thought. When nothing came, she settled for staring at her sister and her friend, mind poised on the edge of tears.

The sunlight felt warm on her leaves. The earth felt cold on her roots.

*

  
Blake ran.

The grass rustled beneath her bare soles. The clothing in her hands rippled in the wind. Tears dripped from the corners of her eyes. Her swollen breasts ached as they jiggled.

 _I'm sorry_ — _I'm sorry_ , was all she could think. She was doing it again—she was running. Running like a coward.

Screwing up her eyes, she wiped them on her arm. _I'll come back!_ she insisted. _I'll come back and save all of you. But please_ — _please, just let me get away now!_

There was a sound in the distance like a gunshot, followed by a roar like a jet engine. It grew louder with the instant until it was above her; Blake ducked.

Her eyes snapped upward just in time to see Yuri, sailing headfirst through the air.

The catgirl flipped and struck the ground feet first, skidding to a stop in a way that would have been impressive, had she not caught her heel on a rock and tripped back. "Oof!" cried the catgirl, as her head hit the dirt.

With a wail of panic, Blake leapt over her. She ran on, leaving Yuri on the ground.

"Hey, wait!"

Something clammy caught Blake's ankle. She stumbled, fell, landing on her chest. She moaned.

Rolling over, she saw what was grabbing her: Yuri's arm had stretched like taffy, and the catgirl's fingers were wrapped around her leg. Now, as Blake struggled to pull away, Yuri's limb began to retract, dragging the naked faunus back along the grass.

"It's okay, I've got nyou!" said Yuri.

"No!" Blake scrabbled at the ground, trying hold herself in place, but the catgirl's pull was too strong. A little tug on Yuri's part, and Blake was dragged screaming towards her, leaving a trail of claw marks in the dirt.

"Nyow," said Yuri, using her extended arm to dangle Blake by her feet in the air. "Let's get nyou back with nyour—"

" _There_ nyou are."

Yuri turned, causing Blake to swing. "Oh!" she said. "Seigu!"

As Blake rocked back and forth, she noticed someone new approaching: another catgirl, like Yuri, only... this one was doll-like, robotic, with limbs like plastic and lines splitting her skin. Her eyes twitched like lenses in their sockets. "Having fun, nya?" asked the new girl.

"O-oh," said Yuri, giving Blake a guilty look, "ny-nyeah."

"Uh-huh. What are nyou doing with this one?" Seigu raised a paw and batted Blake's head, sending the faunus swinging.

"O-oh, j-just makin' a nyice little garden, nya!" Yuri grinned, a little too widely.

Blake whimpered.

Seigu, however, simply blinked. "Well, whatever," she said. "I just came to tell nyou I've finished my survey. This world is nyothing special, nya, so we can leave as soon as nyou're finished."

Blake almost gasped. _N-nothing special?!_ she thought. _What_ are _they?!_

"...Speaking of gardens," Seigu continued, I've got a great idea for capping off our visit—"

"Wait!" shouted Blake.

"Oh?" With a little chuckle, Seigu turned to face her. "This tailless little kitty can talk, can she? I thought she was like Earth's cats."

"W-wait..." Blake repeated. "Y-you're aliens? Don't you want to speak to our leader?"

"Nyour 'leader'?" said Seigu, raising an eyebrow. "I wasn't aware this planet _had_ a single ruler."

Blake swallowed. "L-leader _by right_ ," she added, "i-if not in name." She gulped. "I know him—I could, I could introduce you."

Seigu stared deep into her eyes. A bead of sweat began to form on Blake's brow.

"That sounds like Great Fun™!" said the catgirl, smiling _far_ too widely for comfort. "Let's go meet this 'leader by right if nyot in nyame'. I could use a souvenir, nya." She turned as if to leave, only to complete a full circle and end up facing Yuri again. "Oh, by the way, what are nyou planning to use this one for? If we're bringing her with us, she should at least be portable, nya~."

"No!" Blake shook in Yuri's grip.

"Errrr." Dropping Blake to the ground, Yuri tapped her chin in thought. "Oh, I know..."

"Wait!" cried Blake, covering her chest and staring in fear at the catgirl before her, "hold on! Wait—!"

"Hold still, nya!" With a smile, Yuri pulled out her wand.

Blake cowered.

_ZZZzzzaaap!_  
 _  
_Blake tried to scream as the pink light struck her body, but the electrical sensation trapped her words in her mouth. It coursed through her body like her nerves were copper wires, raising goosebumps on every inch of her skin. She screamed.

The feeling of grass on her soles vanished, replaced by the cold, damp sensation of earth around her feet. She felt them sinking into the earth, planting themselves in its depths like those of her teammates before her. She screamed again and tried to pull free, but the ground's grip was strong on her ankles, and the most she could do was make herself tremble. An instant later, her feet shivered—she felt them stretching, extending, threading themselves into the cold, worm-ridden dirt. Her body began to feel more and more rigid.

She screamed once more, as much in delight as in fear. Her face turned a deep shade of pink.

Now the tingle passed through her feet again, and she snapped her eyes down to find her ankles turning brown, as if the dirt itself were welling up to cover her.

"Please!" she shouted, instants before the pink light seized her arms and forced them both skyward. Now the brown had reached her crotch, and her screaming turned to burbles of delight as her genitals hardened into bark. It felt like wearing the tightest pair of panties, except that the pair of panties was also a part of a her—a sensitive, _sensitive_ part. As sap began to seep from within her, she lost her sense of who she was and where: for an instant she was back in her dorm room at Beacon, touching herself to _Ninjas of Love_ and the sound of Yang's breathing. She barely even noticed her nipples hardening. 

It was only as the bark reached her neck and began to crawl up her arms that the overwhelming pleasure dulled and Blake remembered what was happening to her.

"Stop it! Stop—!" Her jaw froze, turned to wood mid-scream.

There was just enough time, as the wave of bark rolled over the contour of her nose, for Blake's eyes to open wide one final time and for a final pair of tears to drip from their corners. Then the bark touched them, and they became as brown and as still as the rest of her body.

Above her, her extended arms began splitting, becoming great boughs of branches, while her hair turned to leaves. Hers were a shade of deepest purple, bordering on black. They rustled softly in the wind.

Trapped in her head, Blake could little more than choke at the sensation. If she still had eyes, she would have wept and wept endlessly. Instead, the only thing that dripped from her was sap.

The pink light faded. The dendrified huntress stood silent, still. The earth felt cold around her roots.

"Hmm," said Seigu, "well, that's all well and good, nya, but how are we supposed to bring a _tree_ with us?"

"Don't worry!" said Yuri, giving her partner a grin. "I've got just the idea, nya." She raised her wand again.

Blake's mind, already shattered in terror, could barely react to the pink light flaring a second time. What else? They'd already stripped her of everything... What more could they do to her?

As the light flowed around her body, tickling her bark and causing sap to spurt from the gap in her trunk, Blake saw the world around her begin to grow larger and larger. In a matter of instants, she was down by the ground, face level with Yuri's and Seigu's thighs.

Seigu chuckled darkly. " _Oh_ ," she said. "Very clever~."

 _What do you mean?!_ Blake thought. _What is she doing to me_ — _?!_

As if in response, she found herself rising again. It wasn't much, only a few inches, but it was enough to draw her attention downward.

Below her, where seconds ago had been grass, was a little clay pot, barely bigger than a bowl. She could feel it encompassing her, enveloping her roots like a pair of clay shoes.

As her mind roiled at this revelation, a giant shadow loomed over her. Blake's gaze snapped up, just in time to catch a pair of hands as they descended to meet her. The titanic paws settled on her bowl, and suddenly the world around her was falling as they hauled her into the air.

"There," said Yuri, "a lovely little bonsai, easily carried." She smiled.

 _Bonsai?!_ thought Blake.

Seigu giggled. "Okay~," she said, "nyow that's sorted, let's go meet the President of the Planet or whatever." She turned as if to leave, spun in a full circle, and came back to face Blake, eyes tight. "Oh, by the way," she said, "I _get_ that nyou're trying to sic us on nyour ex, _buuuuuut_ I have nyothing better to do, soooooo I'm going to go anyway, nya." She gave one of Blake's branches a playful little flick.

In her head, the little tree moaned.

As Yuri took the bonsai'd Blake in her hands, Seigu raised a hand and snapped her fingers. The world around them vanished in a flash.

*

  
"What do you _mean_ he wants more troops?!"

The soldier before him jumped back a little as Adam's fist hit the table. When the man spoke again, his voice was shaky. "He says he needs more guards... The, ah, Grimm attacks are growing worse..."

"Tell the bastard to fight them himself!" said Adam. He'd lost too many men to that Torchwick's scheming. The operation at Mountain Glenn was already sapping his forces—what was that fucking human _doing_ over there?

With a groan, Adam rubbed his temple. "Send him another ten. And that's it. If the bastard pesters me again, I'll head over there and feed _him_ to the Grimm!"

The soldier nodded and scurried away, leaving Adam alone in the tent. Wrapping his fingers together, he placed his chin in his hands and groaned. This deal was getting worse all the time...

He was about to go back to his planning when there was a electrical whine and a great flash from outside. Pink light spilled through the flaps of the tent, followed by a series of panicked shouts.

Adam leapt to his feet, already in combat mode. Was that a Dust explosion? Were they being attacked?

Throwing aside the flaps of the tent, he ran out into the camp, out into the everlasting autumn of Forever Fall...

...and came to a sudden, stunned stop.

The crimson leaves of the forest were rustling in the wind. The air smelt of pine cones and sap.

Adam frowned.

Standing there in the center of the encampment were a pair of strange faunus, both cats. One of them was naked, holding a dark-leafed bonsai tree. The other looked like some kind of cyborg, with plastic prosthetics for limbs. She was glancing around, eyes clicking like cameras.

Seeing his soldiers standing by, guns raised but not firing, Adam has a sudden dismal flashback to his _last_ group of visitors. He groaned again.

"Nyow," said the cyborg, leaning close to the bonsai in her partner's hands, "which one of them is Adam Taurus?" She paused, tilting her head as if listening. "Ah," she said at last. " _That_ one." She licked her lips and took a step towards him.

In every hand around her, a gun twitched. Adam raised a hand to halt their fire—he already had a feeling they wouldn't make much difference.

" _Hello~_ ," said the cyborg faunus, in a tone of voice that—in any other context—Adam would have treated as _fatally_ disrespectful. 

"What," said Adam, "do you want?"

The cyborg _grinned_. "Oh, we're here on behalf of nyour ex-girlfriend, nya. I don't suppose nyou remember her. One Blake Belladonna?" She looked back at her partner and the tree she was holding.

Adam blinked. Did Blake have some sisters he wasn't aware of? 

The cyborg's smile intensified. "...Nyo, rather, she was trying to be clever by sending us to fight the strongest person she knew." She leaned in closer. "...Aaaand that's nyou. Obviously she doesn't know too many people, nya."

Adam grit his teeth. "What the hell are you talking about?"

" _Excuse_ me, nya," said the cyborg, sounding offended. "What I'm _doing_ is the standard, witty, pre-battle _banter_. Nyou know, the _foreplay._ "

Adam's hand tightened on his sword. "You're here to fight then."

The cyborg smiled.

"That's a shame," Adam continued. "I was going to ask you to join us."

The cyborg rolled her eyes. "Unfortunately for nyour catgirl fetish, we're nyot really interested in joining nyour little doomed rebellion. Honestly, do nyou really think a powerless minority can achieve supremacy via _terror_? Nyah. Nyou'll make nyourself seem _really_ scary, aaaaaand then everyone else will team up to exterminate nyou." She shrugged. "...Nyou should have tried _diplomacy._ It'd be waaaay more effective, nya."

Adam's hands shook on his sword. He bent his legs, ready to draw.

"Of course," said the cyborg, tapping her chin, "that only applies if the minority and majority remain the same. If nyou out _breed_ them, that'd work! ...Hey, why don't I help nyou guys with that?" Her tail arced over her shoulder, and its tip split apart, revealing a syringe filled with a glowing pink liquid. "Hold still, nya!"

Adam struck. _Wilt_ flew from its scabbard like a bloodied fang, cutting a swathe of crimson through the air towards the cyborg.

Time seemed to slow. Frozen in the middle of a swing, Adam found the cyborg smiled at him. Her teeth seemed sharper all of a sudden.

She smiled. And then she _melted_ , like mercury.

Time sped up. _Wilt_ tore screaming through the air and cut a sanguine path through the spot where the cyborg had been standing.

Adam stumbled. _Where—?!_

Something stabbed him in the thigh. "Poke~!" said a playful voice.

Behind his mask, Adam's eyes went wide. He snapped his head around and found the cyborg standing behind him, her syringe-tipped tail raised and empty.

"...Here nyou go," she said, plopping a lollipop in his pocket. "Dat's for being _such_ a good _boy_." She smiled and gave him a pat on the head.

Fire poured through Adam Taurus's body. He dropped _Wilt_ and _Blush_ and fell to his knees, beads of sweat already dripping from his forehead.

"Oh nyo!" cried the cyborg, voice high. "It looks like nyou're having an adverse weaction!" She clapped her hands over her cheeks. "Nyurse, nyurse! Quick, call an ambulance. ...Hello?! Nyurse?!" She looked to her partner.

"Nya?" said the naked catgirl, blinking in confusion.

The cyborg sighed. "It's a _bit_ , Yuri. I'm doing a bit."

"Oh."

"Aaaargh!" With a scream of frustration, Adam forced himself to his feet and swung a clumsy punch at the cyborg. She ducked beneath his fist and kicked him in the shin, knocking him back to the ground again.

The world spun around him as he struck the dirt chest first. His soldiers stared on, guns twitching, uncertain. "What are you doing?!" he called, voice breaking. "Shoot them!"

"Oh nyes, _please_ shoot us," said the cyborg.

The White Fang hesitated. Around the camp, masked face turned to look at masked face. At last, someone raised her gun. As one, every other soldier followed her. They gave a cry of war, went to pull their triggers and—

—and their cries to screams as their guns fell in pieces from their hands.

Humming softly, the cyborg sheathed her claws.

On the ground, Adam Taurus felt like his body was trying to eat itself. His skin was writhing; his pulse was racing. He felt like he was about to burn up.

"Hmm," said the cyborg, leaning over him. "Maybe I gave nyou too big a dose... Eh, I whipped it up on the fly—what do nyou expect?"

Adam felt like throwing up.

By now, the burning sensation had spread all through his body, as if his blood had been replaced with hot oil. It boiled behind his face, in his chest, in his groin. In desperation, he tore off his jacket and flung it away, but the heat didn't seem to be fading. His nipples were poking through his shirt.

Stumbling, trying to stand up, he raised a hand. The sight of it froze him mid-motion: even as he watched, his hand was shrinking in his glove, until at last the garment was too big to fit and slipped, like a shed skin, away. Beneath it, his flesh was supple and smooth, all his calluses faded to nothing.

"W-what?!" His voice came out higher than he wanted—he almost sounded like a teenager. As he went to make a second attempt, his trousers cut off by turning tight around his hips and thighs, as if he'd swollen inside them. Snapping a hand to his legs, he found soft fat where there should be hard muscle. He squealed, and this time it was a truly feminine sound that emerged from his throat.

Adam tried to speak again and failed. His expanding hips had pulled his pants tight against his crotch, and now—now, of all times—he was harder than he'd even been before. He tried to move, but the movement only rubbed it worse. He felt like a beast in heat.

The cyborg stood over him, a silhouette against the sun. Her eyes shone like headlights. She smiled. "Enjoy it nyow, nya. It's nyour last time, after all."

Adam looked up at her and shivered.

The tremor passed down his spine and settled in his groin. His pants trousers grew even tighter. With a squeal of surprise, he grabbed at his belt and struggled to remove it.

Too late—his cock, already rock hard, took this new motion as its cue to explode. He threw back his head and screamed in orgasm. Cum began to seep through his underwear. He gasped and grunted as it flowed and flowed and flowed.

At last, the flow slowed, and Adam fell back moaning. As he stared in horror, the tower in his pants shriveled until it was almost nothing and then—with a feeling like orgasm in reverse—it seemed to _invert_ itself. Adam squealed.

"And nyow for the grand finale~," said the cyborg.

Adam's nipples, already solid, turned painfully hard. Her chest began to ache. An intense pressure was building inside her, growing stronger with the second. The feeling of it made her want to beg.

Like a pair of balloons, her chest to began to inflate. The surge of new fat forced her nipples against her shirt, straining the fabric tight. This soon became painful, and she scrabbled with shaking arms to undo her buttons.

In the end, her breasts beat her to it, pressuring her shirt so hard that its buttons simply snapped and flew away. Its fabric parted like a pair of curtains, spilling her freshly grown breasts into the air. Nipples sat on her pallid new curves like a pair of fresh roses; the feeling of the cold against them sent a shiver through her body.

To Adam's horror, they continued to blossom.

In a matter of seconds, her new breasts had doubled in size, gaining so much weight she had difficulty sitting up. When she finally achieved it, they dragged her forward, threatening to slam her chest-first against the ground. Still they continued to grow.

By the time their growth had finished, each was a good amount larger than her head. They dangled from her chest with incredible weight, straining her weakened back and legs. Adam wanted to stand, but she couldn't summon the energy.

Clutching her breasts in her hands, seeing the catgirl glaring down at her, Adam found herself back in the Dust mine. Her breasts were not breasts but a pair of leaden shackles—the catgirl not a catgirl, but a sneering human overseer. Something crumbled in her mind.

The cyborg moved, ever so slightly, and Adam flinched back, whimpering, tears forming in her eyes.

"Ah ah ah," said the cyborg. "We're nyot done yet!" No soon had she spoken than Adam's ears began to tingle.

The faunus scrabbled to touch them, only to find they felt larger—pulling one into view, she saw white and black fur. _W-what?_

Her thoughts were interrupted by a sudden pain from just above her ass. Her pants were already strained by her overswollen buttfat, and now something new was trying to poke its way through them.

She turned just in time to see her tail burst free: long and white with black spots, and a little tuft of fur on the end. Her eyes went wide.

In panic, she turned back to the cyborg. _What are you doing to me?!_ she tried to scream.

Instead, what she was said was:

"Mooooo?!"

Adam Taurus clasped her hands over her mouth.

"Nyahahaha!" The cyborg threw back her head and laughed.

As Adam shivered on the ground, tears dripping from her shaking eyes, she felt her breasts begin to ache. "Mooo!" she moaned. "Moooo...!" _No! Not again...!_

She continued to moan, as much in fear as in pain, as her breasts were overcome by a feeling of utter, intense fullness. She screamed—she felt like they were being pumped full of water. 

Desperately, she clasped her nipples, where the worst of the pain was focused. It felt like clasping a pair of taps—liquid spurted from her breasts in little dribbles and spots. At the sight of it, she began to snivel.

"M-mooo?!" _M-milk?!_

"Nyahaha!" The cyborg continued to laugh, even as she stooped to face Adam. "What's wrong, nya? Are nyour boobs feelin' all achey and full?" She licked her lips lasciviously.

"Mooo!" Adam wrapped her arms and tried to back away. The pressure inside her was painfully strong—she was beginning to shake in desperation.

"Awww, come on, nya. Why don't nyou let me empty 'em for nyou. _Come on~_ , all nyou have to do is lemme give 'em a squeeze, then nyou'll be all nyice and empty again."

"Mooo!" Adam shook her head and pushed away. Milk was trickling down her chest, but not fast enough—not fast enough. She moaned.

"Fufufu, come on nyow, don't be shy. Here..." The catgirl reached out a hand. Adam tried to flee, but her boobs weighed her down.

The touch of the cyborg's fingers sent a spasm of pleasure through her body. She bit her tongue, but it wasn't enough: she broke into a long, drawn out 'moooooo~'.

The cyborg chuckled. "Hehe. I think I'm gonna nyeed the _industrial_ pumps for nyou, nya~."

"Moooo?!"

Cupping Adam's breasts with one hand, the cyborg held out the other. With a crack, it split and began to unfold, revealing a mess of tools and weapons, from among which burst a pair of plastic pumps. They shot from her arm and onto Adam's breasts, clinging to her nipples with their suction.

"Mooooooo!"

Slowly, rhythmically, the pumps began to suckle. Milk gushed in thick spurts from Adam's nipples, while waves of pleasure coursed through her body. She threw back her head and mooed in delight.

"There we go," said the cyborg, smiling insidiously. "Isn't that better?"

"Mooo~," replied Adam Taurus.

* 

  
From her place in Yuri's hands, Blake could only stare in horror at the moaning, mooing cow-girl squirming on the floor, shivering with delight as her breasts were pumped of milk.

As she watched, Seigu raised a hand and removed the grim mask that covered Adam's face. Behind it lay a pair of large eyes, whole, unblemished, and wide in mindless happiness.

"Mooo~," went Adam Taurus.

Blake wanted to shiver.

Seigu, meanwhile, simply giggled. "There there, that's a good cow." She grinned. "Nyow, what should we call nyou, nya? Hmm, what's a girly riff on Adam...? Hmmm. Oh, I know! We'll call nyou Ev—"

"Daisy!" said Yuri, smiling widely.

Seigu turned to her, one eyebrow raised. "...Daisy?"

"Daisy!" Yuri repeated. She gave an emphatic nod.

Seigu sighed. "Daisy it is then." She stood, pulling her pumps from Daisy. They came free with a pair of _plops!_ , and with a final, orgasmic moan, the cow-girl dropped to the ground and closed her eyes. Soon she was snoring. 

As the cyborg catgirl turned to join Yuri, there was a sudden scream from nearby. Most of the White Fang had run after their guns were destroyed, but a few had remained. Now one of them was crying out as his skin began to sweat and his hair began to lengthen. He fell to the grass, clutching his crotch and wailing.

"Oh, did I mention this was a virus?" asked Seigu, shaking the needle at the end of her tail. "Specifically targeted at faunus? Nyo? ...Woops, my bad! Nyahahahaha!"

_A virus?!_ thought Blake.

"Nyeah," said Seigu, flicking her a glance. "It's a self-propelled, airborne super-virus. Should cover this planet pretty quickly, nya." She yawned, as if this were the most boring thing ever.

Blake's gaze snapped back to the former Adam Taurus, snoring happily on the grass, her breasts still leaking fluid. _Y-you mean...? They're all going to end up like that?!_

Seigu stretched her arms. "Nyep, every faunus on the planet, nya."

_NO!_

"Nyaaaaah, anyway, I'm done here. Whaddnyou say, Yuri? Wanna head back to the saucer?"

Her partner gave a little nod, and with a snap of Seigu's fingers, they vanished.

  
*

"Nyaaahhhh~. What a fun trip, nya." With a great sigh, Seigu dropped into her chair. "These parallel universes are a really good way to relax, nyou know?" Rummaging in her cleavage, she retrieved a bottle of milk and tossed it over to Seifuku. The little captain snatched it out of the air, tore off the cap and guzzled down its contents, pulling away with her lips flecked in white. 

"Nyah~." She smiled.

In her own chair, Yuri tilted her head. She was resting the bonsai'd Blake in her lap, and as she stroked its little leaves, she remembered something. "Oh!" she said. "Seigu! I almost forgot about my other trees!"

( _'M-my' trees?!_ thought Blake.)

"I'll have them 'ported up," said the Countess, turning to the saucer's main screen. On the monitor, the planet Remnant and its irrational continents were turning slowly beneath their blanket of clouds. The saibaneko studied this scene for several long seconds, eyes tight.

At last, she turned and laughed. "Oh, that reminds me. Nyour little garden gave me an idea..."

"Nya?" said 'Fuku and Yuri together.

Seigu beckoned them close and whispered something Blake couldn't hear.

As the saibaneko finished, 'Fuku fell back in laughter. Yuri, meanwhile, clasped her cheeks, her eyes wide and sparkling. "Seigu, that's amazing! Let's do it!" 

With a big smile, Seigu turned back to her console, pulled up a screen, and began to type.

*

It began in the darkness of the planet's northeast, with a sudden burst of luminous colour that set the darkling sky alight. 

As the Grimm below milled amid the craggy rocks and ink-black pools, this beam of utter pink punched its way through the clouds, leaving wisps of colour in its wake like unnatural aurorae. It slammed into the rocks and seemed to turn liquid, flowing outward like a wave of pink water.

The peach-tinted tsunami surged across the land, and where it passed, the world turned lighter. Dark clouds faded or brightened, revealing the blue sky behind them; rocky ground turned to soft grass, while pools of oil cleared into ponds of clear water.

When the pink touched the Grimm, they simply vanished, obliterated utterly, leaving nothing, not even smoke.

On went the wave, surging outward across Remnant, leaving a peaceful, pleasant garden in its wake.   


*

Glynda Goodwitch was beginning to panic.

She'd been up all night, desperately organizing the search for Team RWBY—the girls had been on a standard expedition into the Emerald Forest when they'd failed to rendezvous with their aircraft for pickup.

This wasn't a particularly unexpected situation, given the nature of a huntress's work, and the retrieval craft had immediately gone into search mode. Shortly after, however, it had dropped off all of their sensors.

The Academy's response to this had been slower than Glynda liked, but the incident was almost unprecedented. Beacon's pilots were trained to report in at the first sign of trouble—even in the event of an overwhelming attack by flying Grimm, it was unthinkable that one should simply _disappear_. They should have received some kind of signal from it. That they hadn't... strongly suggested something had jammed it.

As soon as the first aircraft's disappearance had been recognised, Glynda had dispatched a pair of craft to search the area. These had, mercifully, maintained contact with the Academy as they worked through the night, though their search had turned up nothing, not even the signs of a fight.

Now something else was happening. Within the last few minutes, reports had begun to arrive, detailing a strange plague that seemed to be affecting faunus. Everywhere in Vale, they were falling to the ground and... _changing_ , physically and mentally, in ways that Glynda didn't want to think about.

As cases started to appear in Beacon's own campus, she'd decided to she had to see them for herself. Rushing out of her office, she'd hurried down the steps to the courtyard.

She was just out of the tower when the horizon turned pink.

Glynda's heel clacked to a halt. Where there should be a sun, there was instead a line of neon, rising like a glow stick over the buildings and staining the sky pink with its light.

The deputy headmistress found herself frozen. Around her, students were screaming.

 _W-what is this? Is it S—?!_

No soon had she thought than the colour washed over her. Glynda leapt back and raised her arms to shield her face. The light felt like liquid against her skin; the very touch of it gave her goosebumps.

Just like that, she was immersed. Cautiously, Glynda opened her eyes. What she saw made them open even wider.

She felt she were standing on an alien planet. The sky, the ground, even her own body, _everything_ was tinted pink by the light.

As she turned her eyes back to the horizon, she caught sight of the buildings wavering. A row of tall apartments—Beacon's own dormitories—were quivering like wet paint in the face of a rainstorm. She watched as the solid stone began to melt, turning as it dripped to the deep brown of mud.

Slowly, ever so slowly, the buildings collapsed.

Glynda spun. Around her, the change was repeated: buildings sloughing to the ground like rain-sodden mud. With horror, she realized that the effect was coming closer; with a sound like clinking teeth, the flagstones beneath her vanished, replaced by barren dirt.

A sense of coldness struck her chest, and she her gaze to find her clothing dissolving, stripped by the light and cast to the wind like a flurry of little petals. In a matter of instants, she and everyone around her was naked. With a shriek, she tried to cover herself; her skin was still prickling with the tickle of the light.

Somewhere nearby, a student screamed. Glynda turned to see a young woman collapse.

As the girl hit the ground she seemed to merge into it, skin turning brown as the dirt, until she was little more than a series of bumps in the earth. No soon had she ceased moving than she erupted with grass, spilling out to clothe the naked ground around her.

Nearby, a young girl cried out her feet sunk, trapping her where she stood. Her skin began to shimmer, turning as green as the grass beneath her soles. As the colour reached her arms they erupted with petals; as it touched her head, her hair blossomed as well. Soon, there was no young girl—only a large, green plant with oddly feminine proportions.

Another cry. To Glynda's right, a male student underwent a similar change. Instead of green, he was turning brown, his skin becoming hard, knobby bark, while his arms became branches. As Glynda stared, he squealed, and sap began to spurt from his dendrified penis.

Around her, every student in the courtyard was undergoing a similar change. Some became flowers, some mushrooms, others bushes. A few became birdbaths or provocative statues. Most, however, simply became trees.

Then it was Glynda's turn.

As she fell back, recoiling in fear, she felt a wetness around her feet. Looking down, she found the ground beneath her had turned to water. Staring, horror-struck, she saw a ring of stone formed around this little pool, allowing the water to rise higher, all the way to her ankles. No soon had this happened than she was rising herself, lifted from the water on a little plinth on stone. She screamed and tried to pull away, but her feet were stuck as if glued. As she watched, they began to take on its colour, turning grey and hard and lifeless. She screamed.

Crying out, twisting her hips as she tried to pull free, Glynda stared as her legs turned to stone. The change spread fast over her knees, seeming to slow as if reached her thighs, stretching as if to accommodate their more than prodigious width. The feeling of it touching her genitals—of _her vagina_ turning to _stone_ —struck her with a pang of inappropriate pleasure. She grunted like a sow in heat, bucking at the strength of the sensation.

Mid-moan, one of her hands flew back, grabbed a clump of her ass and squeezing the pliant fat tight. She squealed, first in pleasure, then in fear as her buttocks and limbs turned stony together. Her other hand flew up to her chest, where it clasped at her impressive chest and cupped the breast tight. She squealed again, in pure delight this time.

Soon, the grey had covered her midriff. It slowed again as it reached her breasts, as if taking its time to appreciate them. Her nipples were already hard, but the feeling of them turning to stone went beyond even that. She threw back her head and shivered and moaned.

Now, only her head was left. Inside it, Glynda wanted to shout, to scream, to cry for help, to protest— _somehow_ —her inanimate fate.

Instead, she went and orgasmed, and so the last sound she made was a moan. The stone caught her halfway through, leaving her frozen in a scream of delight.

As the rawer pleasure died away, Glynda began to regain her terror. She wanted to move, to scream, but she couldn't do anything. She was a statue on a plinth in the middle of a little pond, inanimate as any other decoration. In her mind, she screamed. What _was_ this?! Who had _done_ this to them?!

There came no answer. Instead, something new caught her attention.

She could feel something welling within her, a pressure building up and up and up inside her bladder. In a matter of instants, she was painfully full—never had she needed to urinate more. A second later, it was worse: now the feeling had moved to her breasts and mouth as well. In her mind Glynda screamed. No, no. This _couldn't_ be happening. She couldn't _exist_ like this, she couldn't—

The feeling reached a peak, and with an almost comical _pish!_ , four streams of water burst from her crotch, her nipples, her mouth, trickling into the pool below her.

In her head, Glynda gasped in relief. This was better, this was—if nothing else, this was better than before.

No soon had she thought this, however, than she felt the feeling welling up inside her again. _No!_ she went to scream, only to find it instantly abating, flowing straight through her body to support its four streams.

Glynda could only stare at them in horror. _I'm_ — _I'm a_ —

Around the fountain, Beacon continued to change. The great towers, the viaducts, the arches—all melted into the soil of the earth, while students and staff alike became grass, flowers, trees, and miscellaneous garden ornaments. 

The only one to be spared—from this, if nothing else—was a single young dog faunus. With a bark of delight, she sat and drank from Glynda's base, wagging her tail as she lapped up the water.

  
*

"Velvet?! Velvet, what's wrong?!"

As her cries pierced the silence of Beacon's shopping district, Coco Adel leapt to her feet, eyes wide behind her glasses. Sprawled on the ground before her lay Velvet Scarletina, red-faced and sweating.

"Velvet!" Coco dropped to her knees and placing a hand on the other women's shoulder. It felt like touching a radiator. "Velvet!"

In her chest, Coco's heart was pounding. What had caused this? One minute they'd been a resting on a bench near Coco's favorite store, the next Velvet was lying on the floor, panting like an animal.

As Coco tried to help her teammate to stand, the faunus gave an airy, breathless moan. She flailed at her chest, struggling with the buttons of her top.

"What's wrong?!" asked Coco. "Can't you breathe? Is it too tight?"

Velvet moaned again. But she managed to nod.

With a hiss and quick glance around, Coco began to unbutton her teammate's top. Velvet gasped in release as it came undone.

As Coco reached the final button, there a sharp _snap!_ , exactly like a bra-strap breaking. As she fell back in shock, Velvet's breasts burst from her clothes. Coco gaped at them.

With a hiss and quick glance, she hurried to cover them up, but no matter how hard she tried, her efforts were useless. Velvet's breasts were simply too large—her jacket just wouldn't fit over them. Worse, they seemed to be growing larger with the second.

As Coco gave them another desperate squeeze, Velvet released a high-pitched, orgasmic gasp. Coco's eyes snapped up and found her friend's tongue lolling out, while her eyes were rolling back in their sockets. She heard a _plip!_ and turned her gaze down. Beneath her skirt, Velvet's panties were sodden—fluid was seeping through them at a terrifying rate.

Coco's face, white with shock, turned back to her friend's. She found the faunus staring back at her, mouth split in a blissful smile.

"V-Velvet?"

"Pyon!" said Velvet Scarlatina, pulling Coco into a hug. She buried her face in her leader's chest, giggling and making cooing noises. Coco squealed. 

"V-Velvet," she said, ignoring the feeling of the woman's giant breasts against her crotch, "what's wrong with—?!"

Behind tem, the horizon turned pink.

Coco's gaze snapped up. Where the sky should be the dying orange of afternoon, it was instead the violent pink of bubblegum. She watched in horror as the light grew brighter and brighter, flooding the city of Vale like an ocean of juice.

 _What is this?_ she managed to think. _What's going on?_

The light hit them.

Coco screamed as the colour washed over them, tingling her skin with its touch. She opened her mouth to scream, expecting to see bubbles. It felt as if she were swimming in a punch bowl.

As Coco watched in shock, the buildings before her began to melt, sinking to the ground like they were made of sodden mud. Beneath them, the ground was changing as well: where seconds ago been stone, there now lay smooth dirt, flat and ready to be planted in.

Coco stared at the buildings around her as they came apart like a sodden cardboard, slumping to the ground as a giant mass of mud. As their walls melted, the people inside were revealed unharmed, if naked, their feet trapped in the dirt that their buildings had become.

The huntress turned her gaze back to her friend, whose face was still buried in her chest. She gasped at what she found: Velvet's clothing was breaking apart, dissolving in the light like paper in the wash.

No soon had she noticed this than she felt a patch of cold on her leg. Snapping her gaze down, she found her own tights unraveling. _No_ , she thought, watching her clothes—her beautiful, _expensive_ clothes—as they blew away like cobwebs. _No!_

Before her, the remnants of the buildings across the street sank slowly into the ground, the mud that had been their walls and floors melting into the flat dirt below, leaving the people who'd been inside it trapped where they stood. As Coco stared, several in this crowd turned brown and fell to the ground, sinking into the dirt, before sprouting a layer of grass that rolled out from their bodies like a carpet. Around these humanoid mounds, the remaining people cried out as their arms flew up and their skin turned to bark, while their hair flourished into colorful leaves. Soon, there were no people left; only trees with faces and strange mounds in the grass.

As Coco watched in utter horror, the change rolled through the town towards her, flattening the square and half the people in it to a field of grass, while the remainder hardened into bark covered trees. She screamed.

And then it was her turn.

As she stared, her skin turned brown, and her legs gave away. She fell backward, and as she hit the ground it seemed to give beneath her, sucking her in halfway. She tried to move, to pull herself out, but found she couldn't do it. She was left looking up, trapped staring up at pink-tinted sun as her body bristled with something like green hair. It rustled in the wind. 

Unable to move, she found herself staring at the grassy mounds of her breasts. _I-I'm... turf?!_

"Pyon!"

A shadow blotted out the sunlight. Coco found herself staring up a pair of thick thighs and a soaking, dripping vagina. She felt its wetness land with a splat among her blades, trickling down them and into her dirt. She could _taste_ its sweetness.

Velvet's face leaned in close, sniffing the part of Coco that, moments ago, had been her crotch. Pulling back a bit, the bunny-girl opened wide and licked her lips, before leaning back in for a nibble. "Pyon~!"

 _W-wait! Velvet! Don't!_

 _Chomp!_

*

"So," said Emerald Sustrai, flicking her eyes towards the entrance of the alley, "any word on what's happening yet?"

Beside her, Cinder Fall suppressed a snarl. "I know..." she began, voice carefully controlled, "exactly as much as Vale's authorities know. Which isn't much. At all." Her fingers danced across her scroll, raising and dismissing information faster than Emerald could process it. "Vacuo's CCT is down. Something happened to _bring_ it down, but with it down there's no way of finding out _what_." She almost spat this last word.

Emerald backed away a little, eyes wide. "What does that mean for us?"

Cinder looked like she might snap her scroll in half. "I don't _know_ what it means!"

Emerald stepped back.

With a sigh, Cinder began to massage her brow. "Where's Mercury? Go and find him. We might need—"

The street flared with pink light.

As Emerald's eyes widened and Cinder leapt to her feet, the brilliant colour seemed to _pour_ —more a liquid than light—down the street before them, casting wild shadows through the alley.

"What the hell is—?!"

"Dust explosion!" cried Cinder, grabbing Emerald by the arm. "Move!"

Pulling her minion behind her, Cinder ran for a nearby door, kicked it straight off its hinges and threw Emerald inside.

The ex-thief's eyes took a second to adapt to the darkness: she saw mannequins, cobwebs; piece after piece of moth-eaten fabric. What was this? Some kind of old clothing shop?

"Hurry up!" said Cinder, surging past her. "Where's the basement?!"

Emerald's eyes snapped to a door on the far end of the room. "There!"

The two of them ran. Through the door. Down the stairs. Down, into a dingy, dust-filled basement.

Emerald coughed. "Are we safe?"

Snapping her fingers, Cinder produced a little flame to illuminate the basement. It looked much like the upper floor of the shop, if somehow _dingier_.

"...I don't know," she said. "That looked like a Dust explosion, but... I've never seen that colour of Dust before." She arced her head towards the ceiling. "...And I'd expect to hear something more. A rumbling, perhaps."

Emerald released the breath she'd been holding. So they'd overreacted.

As she meandered around the abandoned basement, she heard a sudden _plip!_ and felt something wet on her shoulder. Swiping at it, she pulled her hand away with fingers covered in... _mud?_

 _Plip!_

Looking up, she found a crack in the ceiling. As she stared, another drop fell through—she leapt back, letting it land with a splat on the floor, and kept staring. Now the crack was clear, pink light seeping through it. It made her eyes tingle to look.

"Cinder—" She turned to her boss.

Before she could say anything else, the entire room lit up. Emerald squealed. Pink light was seeping through the crack with an even greater intensity.

No, it wasn't just the crack—it was shining through the entire ceiling as if it were made of glass, turning everything inside the room the same garish shade of pink. Where it touched her exposed flesh, she felt goosebumps.

She fell away, trying to escape, but the light had filled the room as if poured into a mold, and wherever she went its colour still touched her.

"Ah!"

Across the room, Cinder Fall cried out as her hand began to steam. An intense inky blackness was pouring from her pores, hissing as it turned into vapor.

Emerald's eyes went wide again. "Cinder!"

Leaping forward, she grabbed her savior just before the woman could fall and held her, gasping, against her.

"M-my glove!" said Cinder, voice raspy. Emerald looked down, and sure enough, Cinder's glove was dissolving on her hand. The pieces fell away like petals, burning as they fell.

As Emerald stared in shock, the last of the glove came apart. No soon had its final piece fallen than the rest of Cinder's clothing began to crumble as well. Emerald pulled her hand away, only to find herself clutching a scrap of fabric herself, leaving a bare spot on Cinder's shoulder. She could only stare as it dissolved in her palm.

As the last of the scrap faded, Emerald heard a snap and felt a coldness on her shoulders. Before she had time to react, her top fell away in ribbons, baring her breasts. She squealed and threw her arms over them, just in time to feel a coldness down below. As she stared, her pants unraveled as well. 

Beside her, Cinder's dress was unspooling, coming apart like tissue in the wash. "No!" she yelled, grasping at the scraps. They evaded her like smoke, or else settled and melted like snow in her hands.

Soon, the two of them were left naked, staring at each other in shock. The pink light raised goosebumps on their skin.

Before either of them had a chance to speak, a ripple seemed to pass through the air, threatening to knock them to the ground. As Emerald grit her teeth and shivered, she saw something strange: the mannequin beside her was changing colour, the soft brown of wood becoming the harsh grey of stone. Snapping her eyes about the room, she realized something similar was happening to everything, from the tables to the clothing on the floor. Only her and Cinder seemed unaffected.

She stared in shock as the petrified basement began to change shape, mannequins slimming and stretching upward into points, becoming sharp stalagmites, while the walls and floor became the jagged walls and floor of a cave. As the room shifted around them, she leapt backward, startled. Beneath the crack in the ceiling, a little bowl had formed. Water began to drip ominously into it.

 _Plip! Plip!_

As a new cave yawned into being around them, the two of them ran towards the end of the room in a bleak attempt to escape from the light.

"What's happening?!" Emerald asked.

Cinder stared back at her, eyes wide in shock. All trace of smugness had gone from her face. "I-I don't know," she answered.

Before they had a chance to speak more, another tremor passed through the air and seemed to ripple through _them_ in particular. Emerald squealed.

Looking down, she found herself sinking into the stone, which lapped around her ankles as if she were standing in water. With a scream, she tried to pull free, but the stone, for all its malleability, held tight to her feet.

"Cinder!" Turning to her boss, she found Cinder struggling as well.

As she watched Cinder fighting to pull her feet free, Emerald feet a tingling in her own. It felt like there were stretching, pushing deep into the ground. It should have felt horrible, but instead it sent waves of pleasure rolling up her legs. She threw back her head and squealed in ecstasy, slamming her thighs together tight. What _was_ this?!

Opening her eyes, she found her legs turning white. As she stared in stunned horror, the colour progressed from her ankles and upward, turning everything it passed pale. Turning to Cinder, she found her boss undergoing a similar process. "What's happening to us?!" she cried. Cinder only stared back at her, eyes wavering with fear.

As the whiteness reached her knees, Emerald found her thighs stuck together. No matter how hard she tried, she couldn't pull them apart. After several attempts, she stopped and took a long breath, her face red. Not only could she not pull them apart, but her struggling was rubbing them together, making her poor, pent-up body even hornier.

Watching as the skin around her waist became pallid, Emerald found her arms slammed against her sides. Like her thighs, it was impossible to remove them.

Now, as she squirmed, she saw something worse: her thighs weren't simply stuck but were actively melting together. Her arms, similarly, seemed to be melding into the sides of her body. By the time the paleness reached her neck, she looked like was trapped in a film of white spandex.

Around her, the darkness of the basement-turned-cave seemed to loom even larger. Was it her mind, or had the room begun to grow?

Squirming, desperately squirming, she fought with all her strength as the whiteness reached her head. She expected it to choke her, to blind her, but the results were comparatively tame. Where it passed she lost all motion in her face: she couldn't blink or breath, but at least she wasn't blind or choking.

At last, the change passed her forehead. She felt a tingling in her hair and with a _wumph!_ something sprouted above her. Looking up, she couldn't see much, though she felt, absurdly, as though she were wearing a wide-brimmed hat.

Looking back over to Cinder, she realized why:

Where her boss had been standing, there was a mushroom. A simple white mushroom, with a big red cap. An utterly ordinary mushroom, _if_ you ignored the feminine curves of its stem and face beneath its cap, frozen in a look of fearful anger.

If Emerald still had a mouth, she would have screamed.

Instead, she flailed in her mind as she realized she _hadn't_ imagined it, that the room-turned-cave really had grown larger—or rather that they'd shrunk, _shrunken_ —become exactly as large as pair of mushrooms should be.

Slowly, the pink light faded, leaving the two of them in the dark.

 _Plip! Plip! ...Plip!_

*

 **  
**"...Have they said anything about RWBY yet?" asked Jaune.

Beside him on the bench, Ren looked up from his Scroll. "...No," he replied, voice calm.

Jaune sighed.

Pyrrha placed a hand on his own. "I'm sure they're okay," she said, giving him an encouraging smile.

"...Yeah!" said Nora, clapping her fist into her palm. She was standing behind the rest of them, leaning on Ren's shoulders. "They're probably just having too much fun to come back... right?" She looked between them all, grinning widely, until at last the silence broke her smile. "...Right?"

Jaune sighed. Pulling his hand free of Pyrrha's, he stood and made his way into the path, turning his eyes towards the main tower of Beacon.

The others looked to one another, silently. At last, Pyrrha went to join him.

Ren and Nora shared a glance.

"I just..." Jaune sighed again. "I just hate _not knowing_."

Pyrrha took his hand in her own and twined their fingers together. "Jaune—"

"Guys," said Ren. Jaune and Pyrrha turned to look at him. "Something is—"

There came a sound like the gushing of waters, and the horizon exploded with light. 

"What the—?!" cried Nora, as the four of them turned to look. A wave of luminous pinkness was rolling towards them, smothering the city of Vale beneath it and coloring the clouds like cotton candy.

"W-what is it?!" cried Jaune, eyes wide. He turned to Pyrrha, but the redhead could only stare back at him, slack-jawed.

As they watched, the light rolled over the buildings in front of them, pouring as sinuously as a fluid. Just like that, it was upon them.

Jaune screamed as the light roared past them, whipping at their hair and clothes like a hurricane wind. Where it touched them, their skin began to tingle. In an instant, it was over, and they stood submerged amid the haze like insects in a chunk of pink-tinted amber.

The world seemed to ripple.

Before them, the buildings of Vale melted like butter in the sun. As they fell they turned a deep shade of brown, as if held too long next to an open flame.

Jaune's jaw dropped in shock. He went to speak and found no words. The other were equally quiet—even Nora had fallen silent.

Row after row, Vale's buildings sloughed to the ground, becoming great mounds of dirt then nothing more than flat earth. High in the air above, an airship turned pure white and dissolved as well, reduced from a ship full of people to a single wisp of cloud.

"I-it's coming towards us!" Jaune cried. Grabbing Pyrrha's arm, he tried to pull her with him. The redhead came slowly, as if dazed. Ren and Nora hurried to follow them.

They got maybe three or four meters before another spasm of the air seemed to hit them. With an audible _whoosh!_ , the stone path beneath them vanished, becoming a line of naked dirt.

Jaune felt Pyrrha's arm slip from his hand and turned to find himself holding a scrap of her uniform. The patch had torn away like tissue paper, and now it was dissolving in his grasp as if immersed in water.

As he stared in horror, the rest of Pyrrha's uniform followed suit. The redhead screamed and clutched her chest. Beside her, Nora's and Ren's uniform were behaving the same, coming away in little fading patches.

Staring in horror, Jaune began to feel a little cold himself.

Pyrrha screamed as the last of her lingerie dissolved, throwing a hand over her crotch to cover it. For an instant, Jaune's eyes widened in something _other_ than fear—then his own pants came apart and he found himself copying her.

"What _is_ this?!" he shouted. To his horror, the tingling effect of the light was tickling his penis—his face turned red as he felt it rise. Soon, there was little he could do to conceal it.

There was no time for embarrassment—behind them, the last row of buildings had melted.

Before they had a chance to flee, Team JNPR felt another wave of tingling pass through them. As it hit, Pyrrha stumbled and fell back, landing on her butt in the dirt.

"Pyrrha!" Jaune leapt to help her. A step away, however, he found himself unable to continue, unable to even pull his feet from the ground. He was left looming over her, unable even to reach down and help.

Looking down, Jaune cried out as he saw the ground had sucked him in, eating his feet all the way to his ankles. The cold dirt tickled his naked soles, sending waves of pleasure rippling through his legs and up into his groin.

Beside him, he saw the rest of the Team JNPR faring similarly. Nora had fallen back into Ren's hands—in raising them to catch her, however, he'd uncovered something else. Both were red-faced.

Pyrrha, meanwhile, even seemed to have sunk a little. She struggled, trying to push herself up, and when this didn't work, looked up at Jaune with big, fearful eyes. He could do little more than stare back.

"Ahhhhh!"

Jaune swung his gaze to Nora and found her staring at her legs. Where her ankles met the earth, her skin was changing colour, becoming a deep, woody brown.

"Ahhhh! Ren!" As Nora flailed desperately for the man behind her, Jaune saw that she wasn't alone: Ren's legs were also changing.

 _W-what is this? W-what_ —

"Jaune!"

Jaune's turned back to Pyrrha. Where the huntress met the ground, her body was turning to the same shade of brown as Ren and Nora.

...The same shade of brown as _wood_. 

As he felt his own legs begin to tingle, Jaune turned his eyes to the trees that lined the path they'd been standing on. He took in their colour, their texture, at last turning his gaze back to his own tingling legs.

It was the same. It was exactly the same.

 _W-we—we're turning into trees?!_

How?! H-he couldn't—

"J-Jaune!"

On the ground, Pyrrha was shaking and struggling. The flow of bark had spread up her legs and through her buttocks, and now these advances were conjoining at her crotch.

Staring at the her naked sex, Jaune felt a different kind of tingling overcome him.

"Jaune—ahhhhh!" Pyrrha screamed as an invisible hand grabbed her arms and forced them upward, aiming them both towards the sky. Nearby, Ren and Nora screamed in turn as the same force made Ren drop his partner against him. Nora squealed, as much at the touch of Ren's manhood as at what her own limbs were doing.

When it came to his own time, Jaune tried to resist it; it didn't work. Without a pause, his own arms shot up, mimicking the branches of the trees standing beside them.

"Oooh..." On the ground, Pyrrha moaned as her vagina twitched and turned to a hard cleft of bark. As her tongue dropped from her mouth and her face went red with pleasure, thick sap began to spurt from to the opening, landing with little _splats!_ against Jaune's dendrified ankles. "Ah... ah... ah..."

He had little chance to process this feeling however, for his own bark had reached his crotch. It clasped his balls in a grasp that made squeal like a schoolboy, before progressing up his shaft like a hand of coarse fingers, squeezing, caressing, making him harder and harder. By the time it had reached his tip, Jaune was screwing his eyes tight and trying not to scream. He needed—he needed—he needed—

— _release!_ _  
_

Jaune moaned in delight as sap exploded from his cock, spurting in a thick stream towards the face of the girl on the ground. Pyrrha squealed as it splattered against her, slathering her features in a layer of golden syrup. As it dripped from her chin, she said nothing, only stared at him in horror.

From there, the bark progressed quickly up their middles to their chests, taking its time to cover Nora's and Pyrrha's breasts. Instead of going for their necks, it went for arms instead, splitting the limbs it had forced them to raise into several branches. Only then did it return for their heads.

Nora screamed until the final second, while Ren whispered words of comfort in her ears. On the ground, Pyrrha wept, tears mingling with Jaune's sap.

At the sight of her terror, Jaune wept as well, screwing his eyes up tight and sniveling. It couldn't end like this. It couldn't. It just wasn't _fair!_

Then the bark covered his face, and Jaune Arc was silenced.

As the last of their skin finished changing, their hair exploded into leaves: black for Lie Ren, orange for Nora Valkyrie, red for Pyrrha Nikos, and gold for Jaune Arc.

They rustled in the wind, almost mournfully.

*

Onward flowed the light, liquid, languid, and perverse.

In the far north of Remnant, a silver-haired specialist leapt to her feet as the aircraft around her turned the soft white of cloud. She watched as the colour coated her clothing and her skin, and the tips of her fingers blew away from her hands like smoke in a gale. As she screamed, a draught stripped her of her aircraft, and she found herself blown away as well, whipped apart and cast to the sky, leaving no trace of her existence save a few wisps of white on the wind.

In a bandit camp amid the wilderness of Anima, a raven-haired warrior watched in horror as her encampment dissolved and her minions fell to the ground to became a field of tall grass. As she stared, something slammed up her ass, and she squealed as she found herself sitting on a stick. With an awful, itchy rustling, her body started changing: straw bursting from her clothes while her face became a decorated sack. In seconds, she'd stopped moving, become nothing more than a scarecrow to guard her former camp.

In a tiny farm in the kingdom of Mistral, a young boy cried out as his bare feet rooted themselves, as his arms stretched to the sky and his skin turned to bark and his hair became evergreen leaves—as he changed, slowly, inexorably, into a sapling of a pine tree.

Amid the bucolic remains of the city of Beacon, meanwhile, a monkey faunus sat in her best friend-turned-pond, pumping the cock that still lay between her legs. She came with a howl, spilling her seed into the water. It rippled around her, as if trying to escape.

Elsewhere in the city-turned-garden, an orange-haired robot could only fall to her knees as her handler became an ornate marble sundial, styled with an image of the girl's own screaming face. The light poured over Penny's body and tickled her sensors, but no matter how long she waited, she didn't seem to change. In the end, the colour passed her, and she was left alone amid the trees and the bushes, alone to face the silence of the garden.

*

Like a wave of peach punch, the light flowed across the planet, covering Vale and Vacuo, Atlas, and Mistral, and lastly, in the far south, Menagerie. The latter's populace of faunus could only stare in shock as it scrubbed away their houses and every other sign of civilization. Of course, by that point they'd been reduced to mindless, horny animals, so they were hardly capable of complaining.

At last, the light rolled to the very end of the world, leaving Remnant wrapped in a layer of pink gauze. The bubble held for a handful of instants, shimmering in the light of the sun.

Then it popped, just like that, and with it gone the world's new age began.

High above, the crew of the VLS _Kitty Hawk_ watched with amusement as the faunus spread out into the sprawling forests and beautiful gardens created from their former rival species. With the Grimm gone and humanity transformed, replaced with empty land and lots of plentiful food sources (fruit trees, berry bushes, oh and _delectable_ little mushrooms)—the faunus would flourish. Already, they were beginning to breed.

On the bridge, Seigu chuckled at the sight. "I guess Daisy got what she wanted after all, nya." Sending the camera in search of the ex-terrorist, she found her bouncing happily on the crotch of a muscular bull. She snickered.

Slowly, the _Kitty Hawk_ turned and sped away, flitting past the broken moon, back through the Pussy Hole, and on, leaving the world of Remnant behind it in peace. 

***

 _Mistress?_

Red squinted at the sight of lily-haired figure approaching their island. As she picked out Mistress's sundress and flowers, her heartwood began to shiver.

 _Mistress is here!_ she thought-squealed. _Mistress is here! Mistress is here!_

 _M-Mistress?_ came White's cautious response. The snow-leafed tree was twined with Red's own trunk, facing away from the entrance of the little island on which the four of them were planted, so she could only take Red's word for what was happening.

 _You're imagining it_ , thought Black, her voice low and mournful. If the dark-leafed tree could have drooped, she would have done so.

 _No! Look!_ came Yellow's excited response. _There she is!_ Sap burst from the gold-leaf's cleft as the figure stepped over the stone bridge and onto their little island. _Mistress!_

 _Mistress!_ they cried in their heads. _Mistress!_ If they still had eyes they would have wept.

Yuri stood and smiled at the four trees around her. "I'm sorry," she said, placing a hand on Red's trunk. "It's been a while since I came to this part of the garden, hasn't it, nya?"

The four trees' thoughts of response were utterly incoherent: a shameless, wordless series of pleas for Yuri to stay with them, water them, sit in their shade, touch them, stay with them, stay with them, _stay with them!_

With a little sigh, Yuri pulled out a book and settled down at Black's base to read. The tree practically shivered with delight, sap dripping from her trunk, while her sisters looked on with awed envy.

Plopping a drop of Black's sap in her mouth, Yuri smiled. It made her glad to see them happy. After she'd screwed up their first meeting, it had taken a long time to get them to like her again. But Yuri was patient; you had to be, to be a gardener.

She'd make sure to visit them, day after day, to sit with them, talk with them, water them, and—most importantly— _touch_ them. This was her private garden, so there was no one else to keep them company, and the four had soon started looking forward to her visits. (She'd had a hard time remembering their names, of course, but they'd soon come to respond to their colors.)

At first, they'd begged her to restore them. It'd made Yuri sad to hear this, and she always responded by cutting her visits short. When they seemed happy, in contrast, she stuck around and rewarded them with extra juice or touching. Soon enough, they seemed happy all the time. Yuri was overjoyed—hadn't she told them they'd love being plants?

Over time, her attention had drifted and her visits had become more and more sparse. The four always seemed a little less coherent after her longer absences, but they were always happy, and that was all that really mattered, right?

 _Mistress! Mistress!_ thought Red.

"Nyes, Red?"

 _Tell me I look pretty! Tell me I look pretty!_ If Red could still have jumped on the spot, she would have bounced with glee.

"Of course nyou look pretty!" Yuri replied.

Red's mind lit up with delight.

 _Mistress!_ thought White, mind flush with envy. _Tell them that_ I'm _the most beautiful!_

Yellow snorted. _As if!_

White turned as red as her partner in rage. _Hmph!_ _Everyone knows that I'm the most impressive specimen in_ this _garden. Isn't that right, Mistress?_

"Um..."

 _You might have some nice leaves_ , thought Yellow, _but you're way too spindly!_ White's mind flared with fresh outrage. _You—! Tell her, Mistress!_

As White and Yellow threw barbed words back and forth at one another, their dark-leafed sister sighed in her head.

 _I-I think White looks pretty..._ thought Red.

Yuri scratched her head, looking embarrassed. "Nyou're all pretty!" she said at last. "Nyou're as pretty as... pretty as _peaches!_ "

 _M-Mistress!_ As Yuri's compliment rebounded through their minds, the four trees stopped thinking in shock. Their thoughts hovered, uncertain, for several instants.

And then, all at once, they burst into tears: _Mistress!_ they wailed, sap pouring from their wooden eyes. _Thank you, Mistress!_

Yuri smiled.

She loved it when everyone was happy.


End file.
